Exhibit 3.5


     CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF EPLUS INC.

The  Corporation's  certificate of  incorporation  hereby is amended by deleting
existing  Article  "FOURTH" of the certificate of  incorporation in its entirety
and replacing it with the following language:

                                    "FOURTH"

     The total  number of shares of all classes of stock  which the  Corporation
     shall have authority to issue is 27 million  (27,000,000) shares consisting
     of 25 million  (25,000,000)  shares of common  stock  having a par value of
     $0.01 per share (the "Common  Stock") and 2 million  (2,000,000)  shares of
     preferred  stock  having a par  value of $0.01 per  share  (the  "Preferred
     Stock").

The Board of Directors of the Corporation is authorized,  subject to limitations
prescribed by law, to provide by resolution or  resolutions  for the issuance of
shares  of the  Preferred  Stock  as a class  or in  series,  and,  by  filing a
certificate of designations,  pursuant to the Delaware General  Corporation Law,
setting forth a copy of such resolution or resolutions to establish from time to
time the  number of shares to be  included  in each such  series  and to fix the
designation,  powers,  preferences  and  rights of the shares of the class or of
each such series an the qualifications,  limitations,  and restrictions thereof.
The authority of the Board of Directors with respect to the class or each series
shall include, but not be limited to, determination of the following:

     (a) the  number of  shares  constituting  any  series  and the  distinctive
     designation of that series;

     (b) the dividend rate of the shares of the class or of any series,  whether
     dividends shall be cumulative, and if so, from which date or dates, and the
     relative  rights of  priority,  if any of payment of dividends on shares of
     the class or of that series;

     (c) whether the class or any series shall have voting  rights,  in addition
     to the voting  rights  provided by law, and if so, the terms of such voting
     rights;

     (d) whether the class or any series shall have  conversion  privileges and,
     if so, the terms and  conditions  of  conversion,  including  provision for
     adjustment of the conversion  rate in such events as the Board of Directors
     shall determine;

     (e)  whether  or not the  shares  of the  class or of any  series  shall be
     redeemable,  and,  if so,  the terms  and  conditions  of such  redemption,
     including  the date or dates upon or after  which they shall be  redeemable
     and the amount per share  payable in case of  redemption,  which amount may
     vary under different conditions and at different redemption dates;

     (f)  whether  the class or any  series  shall  have a sinking  fund for the
     redemption or purchase of shares of the class or of that series, and if so,
     the terms and amount of such sinking fund;

     (g) the  rights of the shares of the class or of any series in the event of
     voluntary or involuntary dissolution or winding up of the Corporation,  and
     the relative rights of priority,  if any, of payment of shares of the class
     or of that series; and

     (h) any other powers, preferences, rights, qualifications,  limitations and
     restrictions of the class or of that series.

All rights accruing to the  outstanding  shares of the Corporation not expressly
provided for to the contrary herein or in any  certificate of designation  shall
be vested exclusively in the Common Stock."